## AVATARAIRLINES, INC 3227 Meade Ave., Suite 2B Las Vegas ,NV 89102 Phone: (702) 253-1520

Vanessa R. 

### Balgobin Air Carrier Fitness Division U.S. Department ofTransportation 1200 NewJersey Avenue, SE Washington , DC 20590 January 14th, 2011

Re: AvatarAirlines, Inc., £!kIa Family Airlines Incorporated Docket DOT-OST-2008-0029 Response to Request for Information Dear Ms. Balgobin: The following is our response to your letter ofNovember 16, 2010 , requesting an update ofAvatar's status. Avatar's business model has changed slightly over the past year. While most U.S. airlines are laden with debt, Avatar plans on being well capitalized, free of debt and profitable. It's been a long road but Avatar has accomplished a great deal withthe help of many qualified individuals who have volunteered their time and knowledge to move Avatar forward. Avatar's business plan is unique, now incorporating six individual profit centers with the exclusive use ofthe Boeing 747 aircraft equipped with 539 economy seats and 42 business class seats. This combination will lower our cost per available seat mile making it less than six cents and the lowest in the industry. This low cost will permit Avatar to offer all ofits economy seats at everyday fares of$19 to $99, when purchased more than 30 days in advance. During the past year, Avatar has added one additional Profit Center, Avatar Vacations, LLC., a Nevada Limited Liability Company solely owned by Avatar Airlines, Inc. This sixth Profit Center is expected to generate additional profits while further reducing Avatar's overall cost per available seat mile to less than six cents. When combined with Avatar's ultra low fares, Avatar Vacations will become a premier online destination for great deals and discounts on vacation packages, cruises, car rentals, group booking, hotel entertainment packages and flights to all destinations served.

### Avatar's current financial picture has changed little since its last update in August
'09 and a current financial statement is included as EXHIBIT A The Avataf business plan now encompasses six distinct and separate Profit Centers: • Passenger Ticketing • Cargo • Catering • In-Flight Entertainment • Advertising & 

### Promotions (Branding) • Avatar Vacations (Hotel & 

### Rent-A-Car) *Map below indicates proposed routes overthe first full year ofoperations
. 

# avatarairlinES ROUTE MAP

K,CITY



### Over the past few months, Avatar has had high level executive meetings with nearly all the major Las Vegas casino resorts including; MGM Resorts International, Harrah's Entertainment, Boyd Gaming, Palms, Las Vegas Hilton, Riviera Casino Resort, Treasure Island, Tropicana, South Point, VenetianlPalazzo and Wynn 

### Resorts. Avatar expects to receive letters of support from the majority of these resorts and has just received its first one from the Las Vegas Hilton enclosed as EXHIBIT 

### B In addition, Avatar has had preliminary meetings with The Cheesecake Factory, Coca Cola Company, Monster Energy Drink and Starbucks (Seattle's Best Coffee) regarding branding and catering opportunities which represent two of Avatar's profit

2

### centers. As a part ofits web based reservation system Avatar intends to offer a unique (optional) on line menu which is expected to make airline catering a very favorable and memorable experience, one that will enhance Avatar's passenger loyalty and its profits. Because ofthe present economic conditions, Avatar has continued to rethink its capital raising strategy and has finally settled in on its current Private Equity Offering, (Regulation 0, 

### 506) which consists of 20,000,000 shares of Series "A" Convertible Preferred Stock for $12.50 per share, with a minimum purchase of $250,000 which is expected to raise $250,000,000 when completely sold. These new shares carry a dividend of 8.25% and will be convertible into shares ofAvatar Airlines Common Stock at the election ofits Board ofDirectors. The funds raised from this offering are expected to cover all of the DOT's financial requirements including all pre-operating expenses, the purchase of 14 refurbished and reconfigured aircraft with a more than adequate amount ofreserve funds available. Avatar is currently interviewing investment bankers and securities broker/dealers willing to represent the offering in whole or as a part of a syndication. As an issuer, Avatar has been invited to speak at the Private Placement Industry Forum in Miami, Florida from January 24thto the 27th where it will officially launch its new offering.
SHAREHOLDERS The following table sets forth the names ofholders ofall ofthe Common Stock currently outstanding. The Common Stock is the only class of the Company's stock currently outstanding.

Share Holders Before Dilution Barry Michaels 16,000,000 62.99% Barry Michaels Living Trust 4,000,000 15.75% Eileen and Allessandro Guarnera 680,000 2.68% Michael E Zapin ofthe IrvingZapinsky LivingTrust 720,000 2.83% Richard H. Keelor 500,000 1.97% Dan Eikleberry 500,000 1.97% John D. Desbrow 250,000 0.98% Nathaniel W. Adams 250,000 0.98% Tommy Thompson 250,000 0.98% William Kelly 250,000 0.98% Stephen Leseten 500,000 1.97% R. Christan Anderson 100,000 0.39% TOTAL
AVATAR AIRLINES Employee Fund (un-issued)* 1,400,000 5.51% Total Existing Share Holders 25,400,000 100.00%


### 3

### Share Holders AfterDilution Barry Michaels 16,000,000 35.24% Barry Michaels Living Trust 4,000,000 8.81% Eileen and Allessandro Guarnera 680,000 1.50% Michael E Zapin ofthe Irving Zapinsky Living Trust 720,000 1.59010 Richard H. Keelor 500,000 1.10% Dan Eikleberry 500,000 1.10% John D. Desbrow 250,000 0.55% Nathaniel W. Adams 250,000 0.55% Tommy Thompson 250,000 0.55% William Kelly 250,000 0.55% Stephen Leseten 500,000 l.l0% R. Christan Anderson 100,000 0.22% Employee Fund 1,400,000 3.08%
New Share Holders 20,000,000 44.05% Total Share Holders after all 20,000,000 Shareshave been sold 45,400,000 100.00% *The AVATAR AIRLINES Employee Fund includes shares of Common Stock reserved for issuance pursuant to an equity incentive plan being developed by the Company



### KEY MANAGEMENT Barry Michaels - ChiefExecutive and Chairman 

### This "new generation" airline is the vision of Barry Michaels, AVATAR AIRLINES' founder, who has more than 40 years of entrepreneurial experience. Mr. Michaels earned his Bachelor's and Master's degrees from the University ofNevada at Las Vegas and a Doctor of Chiropractic degree from the New York College of Chiropractic. He ran for a seat in the U.S. Congress, coming in second in a field offive in both the 2006 and 2008 Nevadaprimary elections. The idea for a new airline dates back to more than 17 years ago with the formation of the original AVATAR AIRLINES in 1992. That airline was within approximately 30 days of initial FAA certification, having raised $3.8 million from investors and with more than $1,000,000 cash in reserve when the investors wrested control of the airline from Mr. Michaels. The original investors were all A V ATAR Airline pilot employees. On May 1, 1993, Mr. 

### Michaels resigned from the corporation, handing over control to the investors who closed the airline within a year without having obtained any governmental regulatory approvals to operate an air carrier. In 1995 the SEC instituted a civil suit against Mr. 

### Michaels and two years later it led to a felony conviction.
4

### Mr. Michael's infectious enthusiasm for the A V ATAR AIRLINES operating and business plan has attracted more than 20 early unpaid staffwith significant prior airline experience that shares his vision and dream to launch a "newgeneration" ofairlines. Stephen Leseten - Vice President - Corporate Controller 

### Stephen Leseten started his own public accountant practice in May 1977. Due to his extensive experience and the outstanding customer satisfaction he provides, his practice has grown to be one of the most successful in Las Vegas, with most of his clientele being in Las Vegas, New York and Florida. His practice focuses on tax preparation and filing for businesses and individuals. He is a graduate of Dowling College in New York with a Bachelor Degree in Business Administration. John D. Desbrow

- 

### Vice President & 

### General Counsel 

### Mr. Desbrow is a member in good standing ofthe State Bar ofCalifornia and has been since 1980. Prior tojoining the Company, Mr. Desbrow was in the private practice oflaw. Mr. Desbrow received his Bachelor ofScience degree in Business Administration from the University of Southern California in 1977, his Juris Doctorate from the University of Southern California Law Center in 1980, and his Master of Business Taxation degree from the University of Southern California Graduate School of Accounting in 1982. Mr. Desbrow has in 

### the past also served as a Director and Secretary offour public reporting companies. Nathaniel W. Adams - Vice President & 

### Senior Counsel 

### Mr. Adams possesses an extensive background overseeing corporate transactions for Fortune 500 clients across the country. He began his career as a mergers and acquisitions attorney at Squire Sanders & 

### Dempsey LLP, where he also handled general corporate matters for a diverse client base. More recently, his expertise in corporate finance served many real estate and casino clients in financing sizeable projects and managing acquisitions. Mr. Adams is a 1996 graduate of Georgetown University and received his J.D. from The University ofVirginia School ofLaw in 2001. He is licensed to practice law in Ohio and intends to become licensed to practice in Nevada in 2010 or 2011. Dan Eikleberry - Vice President ofFlight Operations Mr. 

### Eikleberry is a retired United Airlines B-747-400 Captain. He has over 20,000 hours offlight experience, having flown for airlines, the United States military, general (private) aviation, flight test and experimental aviation. From 1968 to 1976, he was a U.S. Air Force pilot, where he flew fighters and reconnaissance aircraft, and was a test pilot; from 1978 to 1984, he was a corporate flight test pilot, a defense contractor, and a pilot in US Navy test operations. His commercial airline experience includes piloting Boeing 727, 757, 767, 777, 747-200, and 747-400 aircraft, as well as the McDonnell-Douglas DC-8.

5

### Dan also is experienced in flight operations management and has liaison experience with airline and FAA offices, such as ARlNC, ATC TSA, dispatch, load planning, customer services, on board (flight attendant) service, gate handling, cargo handling, and other interfaces. He has experience in both domestic and international flight operation, over water operation, re-dispatch procedures, ETOPS, RVSM, TCAS, SATCOM, FSAP reports, crew qualification and currencies, simulator training, dangerous goods, carriage, cockpit access (TSA requirements), route proving flights, and RNP based Class II Navigation. He received his B.S. from the United States Air Force Academy in 1968, with majors in Aeronautical Engineering, Computer Science, Physics, and Engineering Sciences. He received his M.B.A. and his Master's of Aviation Management in 1985 from Embry Riddle Aeronautical University. John Brand - Vice President Administration John Brand is a results-driven human resource management leader with over 15 years ofexperience in manufacturing, food service, information systems and the airline industries. He has demonstrated skill in policy development, implementation and customer satisfaction. He possesses a unique blend ofexpertise in technical knowledge, growth strategy development, and strategic business planning, coordinating operations and establishing/leveraging existing partnerships. Mr. Brand has experience in managing organizations of up to 15,000 individuals at all levels of organizational structure. He received a Masters of Education and Human Resources from the University of Minnesota, Minneapolis. William Kelly - Vice President Maintenance and Engineering Mr. Kelly enjoys a remarkable career in aviation with United Airlines, including management positions as a Maintenance Training Specialist, Quality Assurance Auditor, and Line Maintenance Supervisor. Prior to that, he served as an aircraft systems technician for the U.S. Air Force, a Line Mechanic for TWA, and an aircraft contractor in Saudi Arabia. He was also an employee in the Vertol Division ofBoeing, which was the predecessor ofBoeing Helicopters. Mr. Kelly brings a keen eye for compliance issues to AVATAR AIRLINES and his expertise with the Boeing 747 systems is an essential well ofinformation and will be an integral part ofthe Company's certification process with the FAA. Thomas G. Thompson,Jr. - ChiefPilot Mr. Thompson comes to Avatar with a wide variety ofpilot in command heavy jet experience which includes every Boeing 747 model ever manufactured. Add to this his years of experience in writing and implementing FAA flight operations and safety manuals make him an excellent choice for this position. Mr. Thompson holds a BA from East Carolina University in Computer Science and received his initial pilot training in the U.S. Air Force. In addition to the B-747he is

6

### type rated in B747, 737, 747-200, 747-400, LlOll, 300, OC-lO, MD-II, T37, T38, and C4141B Avatar is pleased to announce the following additions have been added to its executive staff and their resumes and completed DOT Questionnaires are attached as EXHIBIT C. In addition, Avatar is actively looking to fill all remaining positions as quickly as possible, something which should become much easier once sufficient capital is raised to operate the Company.


### Michael Higgins - Vice President & 

### Director Finance Mr. Higgins is a senior financial executive with thirty years of experience in strategic planning, financial management and corporate operations in the consumer products, tax consultation, manufacturing and mortgage industries. His proven ability as a leader to quickly grasp complex business and financial situations will serve Avatar Airlines to increase performance and provide stable profitability. Some of his past positions include serving as Chief Executive Officer / Chief Financial Officer of RY Financial, Inc. and YP Finance for Nabisco, Inc. Mr. Higgins started his career as a CPA with Coopers & 

### Lybrand in New York and holds a B.S. in accounting from the University ofDayton and an M.B.A. from Adelphi University. 

### Howard Levine- Vice President Strategic Finance Mr. Levine brings over 35 years offinancial expertise to Avatar having held several positions ofhigh responsibility within gaming as well as other industries, including governmental service, where he successfully met all obligations on a daily basis, requiring a maximum ofability and competence. He holds a Masters in Business Administration from Temple University and a BachelorofArts inAccounting from William Paterson College. 

### Michael B. Laikin - Vice President Investor Relations Mr. Laikin is a retired lawyer (not NY admitted). During my years ofpractice, in Wisconsin, he was counsel in a number ofpublic offerings ofsecurities, including stocks and a debenture issue and has handled investorrelations when resident counsel ofa publicly traded company, as well as its SEC compliance. Mr. Laikinholds a BAin economics from the University ofWisconsin and a 10 

### from the University ofWisconsin Law School and is currently a Memberofthe Wisconsin State Bar. 

### Drew Gordon - Vice President Food and Beverage Mr. Gordon has over ten years of management expenence In 

### the food and beverage industry covering all forms ofOperations

7

### R. Christian Anderson - Creative Director 

### Mr. Anderson has over 36 years experience in multimedia and has illustrated more than 40 magazine covers along with years ofproduct packaging design. Organizational Chart An updated organizational chart is attached hereto as Exhibit D.
The contents ofthis application and the attached exhibit(s) are true and correct to the best of my knowledge and belief. Pursuant to Title 18 United States Code Section 1001, I Barry Michaels in my individual capacity and as the authorized representative of the applicant, have not in any manner knowingly and willfully falsified, concealed or failed to disclose any material fact or made any false, fictitious, or fraudulent statement or knowingly used any documents which contain such statements in connection with the preparation, filing or prosecution ofthe application. I understand that an individual who is found to have violated the provisions ofsection 1001 shall be fined or imprisoned not more than five years, orboth. Please contact me if you have any questions regarding the foregoing matters. Thank you for your assistance. Bestregards,

Barry Michaels ChiefExecutive Officer

8ASSETS 

### AVATAR AIRLINES, INC 

### Balance Sheet As of November30,2010

CurrentAssets Checking/Savings Nov 30,10

CASH IN BANK 7 Total Checking/Savings 7 Other CurrentAssets LOANS RECEIVABLE 580 Total Other CurrentAssets 580 Total CurrentAssets 587 Fixed Assets FURNITURE, FIXTURES & EQUIP-NET 2,036 Total Fixed Assets 2,036 TOTAL ASSETS 2,623 LIABILITIES & EQUITY Liabilities Current Liabilities Other Current Liabilities LOANS PAYABLE-B. MICHAELS LOANS PAYABLE-OTHER Total Other Current Liabilities Total Current Liabilities Total Liabilities Equity Capital Stock Retained Earnings Net Income Total Equity TOTAL LIABILITIES & EQUITY 11,801 1,941 13,742 13,742 13,742 17,500 -28,148 -471 -11,119

2,623

Page 1

### AVATAR AIRLINES, INC 

### INCOME STATEMENT November 30,2010 Nov 30,10 Income 0 Expense BANK CHARGES 72 COMPUTER EXPENSES 93 OFFICE SUPPLIES & EXPENS... 49 POSTAGE & DELIVERY 144 PRINTING & REPRODUCTION 113 Total Expense 471 Net Income -471

Page 1

### Las Vegas

GAVIN 

### B. MEALIFFE 

### Vice President of Sales



### December 8, 2010 Mr. BarryMichaels CEO/ Chainnan AvatarAirlines, Inc. 3227 MeadeAve Las Vegas, NY 89102 Dear Mr. Michaels: Thank you for yourtime last week to discuss the progress with AvatarAirlines, and your plans for Las Vegas service. As discussed, we would without questionbe in favor ofseeingAvatarAirlines corne to fruition in the verynear future. Being ableto bringmore visitors into Las Vegas is critical right now, and the initial pricing and plans Ihave seen for Avatar seem as though they would bewell received byconsumers. Also as discussed, ifthings get finalized and Avataris able to begin serviceto Las Vegas, we would look at providing a favorable wholesaleblock ofrooms for AvatarVacations to use for hotel and airpackages. Please keep us postedonyourprogress, and know that we are very interested in seeing you makethis new airline and service to Las Vegas happen. IfI can be ofassistance, please do not hesitate to contact me directly. All thebest!

702-732-5111 

### I 800-732-7117 

### I 3000 Paradise Road 

### I LasVegas, Nevada 89109-1287 

### I Ivhilton.com"\ 

### Michael P. Higgins, M.B.A., C.P.A. 3 Cala Moreya Street Laguna Niguel, CA 92677 (H) 949-363-1979 (C) 714-478-3497 higgins0318(waol.com
SUMMARY Senior financial executive with thirty years ofexperience in strategic planning, financial management, and corporate operations in the consumer products, tax consultation, manufacturing, and mortgage industries. Proven ability as a leader to quickly grasp complex business and financial situations and provide direction to increase performance. Exceptional operational skills combined with strong business acumen. PROFESSIONAL EXPERIENCE RV Financial, Inc. (Irvine, CAl December 2001

- January 2009 ChiefExecutive Officer/ChiefFinancial Officer • Resumed my position as CEO/CFO with RV Financial when Wellington-Cabot closed their doors due to owner moving back to South America (see RV Financialjob description below). Wellington-Cabot. Inc. (Lake Forest, CAl President/ChiefFinancial Officer December 2000

- December 2001

• Served as the primary spokesperson and representative ofthe company in developing long term strategic plamling based on competition and market changes. • Worked closely with the CEO on manufacturing plans, goals, and future product innovations; ensured that manufacturing capabilities met and/or exceeded all industry and customer requirements for cost, quality, and responSIveness. • Played an active role in senior-level negotiations with manufacturing partners. • Developed and managed budgeting and budget execution with a focus onproduct costs and margins. • Directly managed sales personnel to expand product-line through a balanced use ofadvertising and marketing techniques. • Supervised all production control, productionprocess development, purchasing, and shipping/receiving activities. RV Financial, Inc. (Irvine, CAl September 1994

- December 2000 ChiefExecutive Officer/ChiefFinancial Officer • As the CEO, participated in the development and execution ofall strategic plans and programs. • Plmmed, organized, implemented, directed and evaluated the company's fiscal function and perfonnance. • Spearheaded and enforced company policies/procedures and conmlUnication via systems that improved the overall operations and effectiveness ofthe company. • Developed annual forecast plans for staffing and managed physical space requirements. • Researched, developed, and coordinated all efforts for expansion in the Western Region and maintained compliance requirements with regulatory agencies in each state. • Executed and developed an annual strategic plan and participated in continual improvement ofthe plan. • Brokered loans ofvarious types with lending institutions. • Hired, trained and supervised staffin loan procedures and legal requirements. • Worked closely with human resources and conducted perfonnance evaluations and ongoing assessment of strengths/weaknesses in a professional maImer. • As the CFO, implemented all treasury, controllership, P&L, and corporate administration; directed activities involving custodian offunds, securities, and assets ofthe company. • Provided timely and accurate analysis ofbudgets, financial reports, and financial trends in order to assist the team in perfonning their responsibilities. • Optimized the handling ofbank and deposit relationships and initiated appropriate strategies to enhance cash position. • Developed a reliable cash flow projectionprocess and reporting mechanismthat included minimum cash threshold to meet operating needs. • Advised from a financial perspective on any contracts into which the company entered. • Evaluated the financial structure for continual improvement ofthe efficiency and effectiveness ofthe group.Michael P. Higgins

MPH Associates (Huntington Beach, CA) Owner/Tax Consultant Page Two

September 1988

- September 1994

• Consulted with tax clients, including non-profit organizations, andprepared corporate, partnership, and individual tax retums and financial statements. • Interfaced closely with the IRS; performed monthly financial closings; and conducted tax seminars nationwide. Nabisco, Inc. (New York and Califomia) Vice President ofFinance • Hired, trained and supervised senior and stafflevel accountants. March 1972

- September 1988

• Prepared and filed all corporation tax retums; handled mergers and acquisitions with domestic and intemational consolidations. • Coordinated audits, consolidated annual financial reports/statements, andprepared budgets. • Negotiated favorable banking alTangements for both divisional and corporate entities; prepared/filed SEC reports. • Implemented operational/procedures manuals; interfaced with human resources in coordinating company 401K plans and ESOP programs; negotiated and instihlted employee benefitprograms. • Conducted financial seminars and coordinated employee benefit-related material. • Represented govemmentrelations onthe West Coast and attended all State hearings affecting corporate operations. Coopers & Lybrand (New York, New York) StaffAccountant January 1970

- March 1972

• Responsibilities included preparingjoumal entries, account reconciliation, documenting and evaluating CUlTent procedures. • Areas offocus included general accounting, fixed assets, and trend analysis. • Other duties included review and reconciliation ofbalance sheets and income statements. • Demonstrated initiative in understanding process flows and controls.
EDUCATION/CERTIFICATIONS Adelphi University

- GardenCity, New York (1974) • M.B.A. in Finance University ofDayton

- Dayton, Ohio (1969) • Bachelor ofScience Degree with a Major in Accounting

InslITance Agent

- State ofCalifomia (2009) •**~on-resident** licenses in Texas, Pem1Sylvania, NewYork, andNewJersey Mortgage Broker

- State ofCalifomia (1994) • Y[0I1gage broker's license in six (6) states Ce11ified Public Accountant

- NewYork, !\'ewYork (1976)

2

### AVATARAIRLINESINCORPORATED DOTAPPLICATION QUESTIONNAIRE
1.) Please state yourname and residence address: Name: Mike Higgins Address: 

### 3 CalaMoreya City, State, Zip: LagunaNiguel, CA 92677 2nd 

### Address: TBD inLas Vegas 2.) 

### Title orPosition with AVATARAIRLINES, INC.: DirectorofFinance 3.) 

### Numberand type ofshares ofAVATARAIRLINES, INC. stock owned orto be acquired, if any: TBD 4.) 

### Current Position, Business Address and Telephone: Owner, Dayton Capital (office out ofhome) 949-363-1979 5.) Are you a U.S. Citizen? Yes X 

### No



### --- 6.) Ifyou are not a U.S. Citizen, please indicate nationality and current immigration status: 7.) Are you currently an officer, director ormajor shareholder (5 percent ormore ofthe total stock), ordo you have any other significant interest in, any air carrier, foreign air carrier, common carrier, person substantially engaged inthe business ofaeronautics orperson whose principal business is the ownership orcontrol ofany such transportation oraeronautic activity? Yes No_X_ (None otherthan an officerofAVATARAIRLINES) 8.) Are you the subject ofanypending legal action, oroutstandingjudgment,involving a claim in excess of$5,000.00? Yes No X If"Yes", pleaseprovide date and amount ofeachjUdgment, and name ofeachjudgmentcreditor, in the spaceprovided in attachment A. 

### 9.) Are you the subject ofany pending legal action, or outstandingjudgment, involving a claim ofless than $5,000.00? Yes No X If"Yes", describe each complaint, and indicate the current status or final disposition ofeach complaint in attachmentA.10.) Haveyou everbeenthe subject ofa fonnal complaintregarding compliance withthe Federal AviationAct of 1958, orany order, rule, regulation orotherrequirement issued pursuant to the Act, duringthepast five 

### (5) years? Yes No X If"Yes", please describe and indicate disposition orcurrent status ofeach proceeding in attachment A. 11.) Have you everbeen subject ofanactiontaken by the Federal AviationAdministration (FAA), involving administrative action, civil penalties orinjunctiverelief, seizure ofaircraft, certificate action orcriminal penalties during the pastten 

### (l0) years? Yes No X If"Yes",please describe andindicate disposition orcurrent status ofeachproceeding in attachmentA. 12.) Have youeverbeencharged with anunfair ordeceptive oranti-competitive business practices, orany fraud, felony oranti-trust violation, duringthe pastten (10) years? Yes No X If"Yes",please describe and indicate disposition orcurrent status ofeachproceeding in attachmentA. 

### 13.) Haveyou everbeenthe subject ofa consumercomplaint proceeding during thepastthree (3) years? Yes No X

--- If"Yes",please describe andindicate status in attachmentA.
SIGNATURE:



## ------------------------------------------------- DATE:
___ September 23, 2010
_____________ _Objective 

### Howard S. Levine 2454 Antrim Irish Drive Henderson, Nevada 89044 Phone: 702.270.2687

Cell: 702.860.1907 HRLEVINE@Cox.net

To secure a position in Accounting/Finance thatwill utilize my current talents, allow me to hone new skills, and meet challenges to accomplish both personal and company goals. In addition, enable me to demonstrate my leadership skills as well as my ability to work independently. Accomplishments - Gaming • Financial management responsibility for gaming properties/casino cruises with revenues ranging from $13 million to $1 Billion. • Development and implementation of audit programs and internal controls • Filing of gaming and non-gaming tax returns. • Preparation of all financial statements including daily, weekly and monthly financial reporting. • Federal, NIGC and State regulatory compliance including 6A and Title 31 reporting. • Analytical reports and reconcilements. • Implementation of automated Accounting systems while acting as Operations Controllerfor Harrah's Laughlin during a four-month period (7/07 through 10/07). • Direct supervision of gaming and non-gaming audits including: Cage, Table Gomes, Slots, Race &sports, Hard and Soft count, and Food & Beverage departments. • Hiring, training and supervision of approximately 20-25 team members. Accomplishments - Non-Gaming • Financial management of $18.9 million General Fund and $13 million Endowment Fund budget for public library. • Financial management responsibility including financial reporting, construction financing, A/P, A/R, Payroll, and inventories. • Financial planning and budget development. • Implementation of automated Accounting systems. • Internal Audit. • Hiring, training and supervision of staff. • Maintain practice specializing in small business and individual accounting and tax preparation services.

Page 1 of 2Employment History Sole Proprietor Howard Levine Page 2 of 2

Levine's Accounting & Income Tax Services Las Vegas, NV 1/85 to Present Financial Controller, Harrah's, Flamingo, Imperial Palace, Bill's Gamblin Hall and O'Shea's Las Vegas, NV 7/05 to 5/10 Other title held: Director of Special Projects, Las Vegas Regional Finance Controller Isle of Capri Casinos DBA Pompano Park Racing Pompano Beach, FL 3/04 to 7/05 Corporate Casino Controller Sun Cruz Casinos, LLC Dania, FL 12/02 to 3/04 Director of finance Texas Treasure Casino Cruises, Inc. Controller Poker Palace Casino, Inc. Corporate Accounting Manager Primadonna Casino Resorts, Inc. Education Corpus Christi, TX Las Vegas, NV Primm, NV
Masters in Business Administration - Temple University B.A. in Accounting - William Paterson College ComputerSkills 1/01 to 12/02 5/99 to 1/01 7/94 to 5/99

AS400, Infinium, Lawson Accounting Software, Drake Software, MAS 90, Great Plains, Microsoft Excel, Word, Lotus 1-2-3, Word Perfect CMS, HETCMS, Table Touch, Bravo, MICROS, SIMCO, GSI, CBS Auto tote System, Infogenesis, Stratton-Warren, QuickBooks, COMPEX, EDGAR and ACCPAC.
References Available on request.

## AVATARAIRLINES INCORPORATED DOT APPLICATION QUESTIONAIRE I.) Please state yourname and residence address: Name:

# /~vJljv~

# ,1**1,~~<//I**]J/f. Address: 2-'fJY /77'v/ 

### p/Zt 

### ....v V' City, State. Zip:

### ~c3/}J 

## <>; 

# /VtY't7() VV 2nd Address: 2.) Title orPosition withAVATAR AIRLINES. INC.: 

# sv1Cr O 3.) Numberand type ofshares ofAVATAR AIRLINES. INC. stock owned orto be acquired, ifany, 

# ;6

4.) Current Position.

# B~ness Addr.ess and Telephone: 

# L.c:z;::**~/Yt/totP..t.**

# - ---r:i'" // ) UVIr-'t'J /j'cc-ot--h;<J] c/-

### :t;U~E Irfl"K 

## 1-YJY /f7Y,O',A J./{//rfl{,**IK~01;;/** 

### (/l/rcf ]u</ 'I / 5.) Are you a U.S. Citizen? yes-P- No
__ _ 6.) Ifyouare not a U.S. Citizen, please indicate nationality and current immigration status:

7.) Are you currently an officer. director or major shareholder (5 percent or more ofthe total stock). ordo you have any other significant interest in, any aircarrier, foreign air carrier. conunon carrier, person substantially engaged in the business ofaeronautics orperson whose principal business is the ownership orcontrol ofany such transportation or aeronautic activity? Yes AIRLINES) No

# -+ (None otherthan an officer ofA V ATAR
8.) Are youthe subject ofany pending legal action. or outstandingjudgment. involving a claim in excess of$5.000.00'? Yes 

# NoLIf"Yes". please provide date and amount ofeachjudgment, and name ofeachjudgment creditor. in the space provided in attachment A. 9.) Are you the subject ofany pending legal action. oroutstandingjudgmenL involving a claim ofless than$5.000.00?

# ~e;v .. d 'b hNOKI:--- d' d' h fi I d'

.. j' rt' I es. escn e eac comp amt. an m lcate t e current status or ma ISpOSitlOn 0 each complaint in attachment A. 10.) Have you ever been the subject ofa fonnal complaint regarding compliance with the Federal AviationAct of 1958. orany order. rule. regulation orother requirement issued pursuantto the Act during thepast five (5) years? Yes No )( If;'Yes". please describe

## ~cate disposition orcurrent status ofeach proceeding in attachment A. II.) Have you ever been subject ofan action taken by the Federal AviationAdministration (FAA). involving administrative action. civil penalties or injunctive relief, seizure of aircraft. certificate action or criminal penalties during the past ten (10) years? Yes



### --- No6 If"Yes", please describe and indicate disposition or current status ofeach proceeding in attachment A. 12.) Have you everbeen charged \vith an unfair ordeceptive oranti-competitive business practices. orany fraud. felony oranti-trust violation. during the past ten (10) years? Yes NoLIf"Yes", please describe and indicate disposition orcurrent status ofeach proceeding in attachmentA. 13.) Have youeverbeenthe subjectofa consumer complaint proceedingduring the past three (3) years? Yes NoL If'"Yes". please describe and' 'cate status in attachment A.**SIGNATURE:_~f+::;f<--;'~**______________ . __ DATE:**---+--~----~--**

### Michael B. Laikin 2125 JoyView Lane Henderson, NV 89012-4521


### EDUCATION University ofWisconsin BA, economics June, 1961 University ofWisconsin Law School JD February, 1964 SIGNIFICANTEXPERIENCE AFTER GRADUATION 702-260-3535 home 702-361-0505 fax 702-379-7237 cell mbljd(a),aol.com

Law Clerk, United States District Court, ED Wis., February-October, 1964 Law Clerk, Supreme Court ofWisconsin, October, 1965-June, 1965


### EMPLOYMENT AvatarAirlines, Inc., Vice president, investorrelations, January, 2011-- Arbitrator for FINRA (formerlyNASD), often serving as panel chair. Privatepractice oflaw, Milwaukee, WI. Laikin & 

### Laikin, S.C. Primarilytransactional matters, corporate andbusiness (with some SEC), real estate, including foreclosures, service to area banks from time to time. May, 1980

- January, 2000. Assistant resident counsel and head ofthe legal department, assistant vice president and assistant secretary, Schwerman Trucking Co., Milwaukee, WI. Responsibilities included SEC compliance, stockholderrelations, and the general legal matters involvingthe company (except for motorcarriermatters, whichwere handled byresident ICC practitioner). December, 1977

- April, 1980. Private practice oflaw, Laikin, Swietlik & 

### Laikin, Milwaukee, WI. July, 1965

- November, 1977. 

### BAR and RELATED MEMBERSHIPS (while in active practice) State ofWisconsin District Court, WD Wisconsin Seventh Circuit Court ofAppeals District Court, ED Wisconsin District Court, WD Wisconsin Court ofClaims State ofNew York

### PERSONAL President (1988-1992) Wisconsin Society for Jewish Learning, Inc., an educational charity; trustee ofseveral client trusts; president ofNewport Corporation, a residential cooperative apartmentbuilding; member ofMilwaukee Athletic Club, Milwaukee Yacht Club and Milwaukee Estate Planning Council. Involved in the affairs ofmyhome owners association including serving on committees. Interests include sailing, travel, community service, theater and symphony, and photography.702.361.0505

### Ja~\ 0',\2011 11: 16AM Michael B Laikin

r


### AVATAR AIRLJNES 

### INCORPORATED DOT APPLICATION 

## QUESTIONAIRE 1.) Please state your !lume <U1d residence nddrcs:,; N<lme: Address: City. Stale. Zip:
21ld Address: Michael B. lillkln 2125 Joy View Lane Henderson, NV 89(J12-4521

2,) Title or Position with A V/\TAR .A.1RUNFS. INC.: 

### V 1t.·oJ. 'fA...4,.S

### \~';:-;:t--**:S;)..,~~"'}....llldt~(l..~~Lr;r(** 0:11\1..$' 3.) Number and type of5harcs ofA VAIAR .I-\IRUNES. 1NC. stock owned or to be acquired, jfany: tv f;J 'I.J L

Yes --..l No**-.~.-'-.'** 6,) IfYOl1<1rc nUl a C.S. CiliJ'en, please indicate nationality and currt'tlt immigrnti()n statllS;

7.) Arc you currently an officer. director or major shareholder (5 pert:ent ormore of[he total stock), or do you lWve any other significant interest in, any aircarrier, foreign aircarrier, common carrier.**pcr~on** substanti(1liy engaged in the business ofaeronalltics OTperson whose principnl husiness is the ownersliip or control ofallY such transportation or aerLlI1,lUtil.; aClivilV'.' Yes AIRLINES) (Nolle other than an officer

# orA\fATAR 8.) Arc you The subject ofany pending legal (IG/ion. or outstandingjudgment, involving a claim 111**~x..:es,>** of'SS.O()o.OO: p. 1Michael B Laikin 702.361.0505

If--Yes". please provide date and amount ofeachjudgment, nnd nameofeachjudgment creditor, in rhe space provided in attachment A. 9,) Are you t.he subject ofany pending legal action. or**oUl~"tandingjudgment,** involving a claim ofless (han $5,OOO.OO? Yes

# ~ If'·Yes". d;.:scrihe each compluint. and indicate the**ctlrn.~nt** statlls ortlnal disposition of each complaintin a(tachment A. 10.) Havt! youever been**th~ subi~ct**  of'rl fCYn11itl compJaint regarding compliance with the Fcdeml Aviation /\.ct of 1958. OJ' any order. rule. regulation or other requirement issued pu.:'Suant to the Ad. during tht: past five (S) years? Yes

## .~ If"Y"s", ple.ase descrihe and indicate disposition orcurremstatu.'" of**~ach** proceeding in attachment .J\.

J J,) Have you ever been suhjc:el ofan**a~tioJl** taken hy the Federal Aviation AdminislT'cItion (FAA), illyolving ndministrative acrinn. civil penallic$ or iejunctivc relief, seizure of aircraft, certificate action or criminal pemllties during thepu::;t ten (10) years?

# Yes~_ If'"Yes".**plea~c** describe' and indicate disposit:on or current status ofeach proceeding in al1achment A.
J2.) Haw you ever been charged with an unta.ir or decl.-ptive or anti-competi1ive business practices, or any fraud. felony or anti-mist**\·i0~ation.** during the pastten (10) years? Yc:s

# ~ Jf"Yes". pleasede-s<.:ribe and indicate disposition or current**~tatus** ofeach proceeding in anachll1cnt A. 13.) tlavt: you ever ocen [he subject ofa consumercompJaint prol!ec:ding during the**ra.~t** three (3) years? Yes**.~**



## ---- If"Yes", please describe and indicate status in atrachment A.

# SIGNATlmE'~_..

# ~__,,___

# ~,,___. ___ _ DATJ:::
__

### :::3:'_~

# . .tL.
__ .., .... _. 

### :::::> 0, I.

_ n ______ _ p. 1

### OBJECTIVE
l'xPERIENCE Present

:DUCATION 

# Drew Gordon 702-806-9999 To secure an Upper Level Food and Beverage Operations Position with an exciting organization, while using my skills, drive and enthusiasm to excel. ValetI Bell GREEN VALLEY RANCH RESORT August 2010 - Valet: Responsible for parking and retrieving vehicles, writing tickets, taxi services, and providing superior guest service on all levels, plus much more. Bell: Assisting guests with baggagelbelongings upon arrival and departure including delivery to rooms & pick-up from rooms, writing tickets, providing superior guest service on all levels, plus much more. Valet for "WorldSeries OfPoker"Season RIO HOTEL 

### &CASINO May 2010 - July 2010 Responsible for parking and retrieving vehicles, writing tickets, entering vehicle information into computer, and providing superior guestservice on all levels. GeneralManager KRISPY KREME January 2010 - July 2010 Responsible for all operations including production, retail, wholesale, fundraising, management and staff. GeneralManager SIERRA GOLD February 2008 - May 2009 Responsible for all operations including all Food & Beverage and Gaming, including all Management responsibilities listed below, plus much more. Managing Partner ROY'S SUMMERLIN RESTAURANT January 2006 - October 2007 Part owner and responsible forall operations; Driving sales; Implementing sales techniques; Marketing strategies; Advertising; Management; Staff; All financials; Management experience listed below; and much more. DirectorofFoodandBeverage KENNEDY & SEDONA & AL'S October2004 - January 2006 Managed multiple locations. Responsibilities included: Driving & implementing sales techniques; Managing & scheduling staffmembers; weekly forecasting; P&L; ordering; problem solving; business promotions; establishing & maintaining an excellent rapport with clientele; working with all staffto build & lead a strongteam. Manager MGM GRAND
- NobHiII Restaurant January 2004 - October 2004 Managed a union, upscale, yet inviting, San Franciscan style restaurant. Responsibilities included Over-all restaurant operations; Daily revenue & labor projections; Driving sales; Wine ordering & inventory control, Attended numerous extra managementtraining classes; Coordinated with staff to insure superiorguestservice. Manager& Captain Barefoot Restaurant & Bar - Beverly Hills, CA April 2000 - October 2003 Supervising, driving sales; managing & scheduling staff& events; bookings; menu planning; agenda & goal setting; problem solving; inventory control; balance sheets; establishing & maintaining an excellent rapport with clientele which resulted in many repeat customers. B.S. Degree: F.S.U. Major: Communications Minors: Marketing, Sociology, Theatre ;KILLS/PERSONAL Team player & motivator; outgoing; energetic; have a positive attitude; strong guest/customer relations skills; honest; genuine; responsible; have a strong work ethic; multi-tasker; excellent problem solving skills. Strong interpersonal & organizational skills. Excellentwritten & oral communication skills. Create a profeSSional, yet fun work environment.

### A

## VATARAIRLINES INCORPORATED DOT APPLICATION QUESTIONAIRE

J.) Please state your name and residence address: Name: 

### DREW (JOT{DC/'J 

# HI"//.r 

## sf .

.

## ~?dress: ?b33 A 

### /e.xcu.,Jer N V

## ~'l/3 

## 't City. State. ZIP: 

### La.!**V~JdS** 

### ) 2nd Address:
2.) Title or Position with AVATARAIRLINES. INC.: 

## V. p. 

## F"OD**~** 

### g**£V~R-It~e** 3.) :"lumber and type ofshares ofAVATAR AIRLINES. f'\le. stock o\vned or to be acquired. ifany:
4.) Current Position. Business Address and Telephone:
5.) Are you a C).S. Citizen? Yes 

# X No 6.) Ifyou are not a U.S. Citizen. please indicate nationality and current immigration status:

7.) Are you currently an officer. director or major shareholder (5 percent or more ofthe total stock). or do you have any other significant interest in. any air carrier. t()reign air catTier. common carrier. person substantially engaged in the business ofaeronautics orperson whose principal business is the o\vnership or control ofany such transportation or aeronautic activity? Yes AIRLINES) No 

# x (None otherthan an officer ofAVATAR
8.) Are you the subject ofany pending legal action. or outstandingjudgment. involving a claim in excess of$5.000.00? Yes No 

## XIf--Yes", please provide date and amount ofeachjudgment. and name ofC'ach judgmc:nl creditor. in the space provided in attachmem A. 9.) Arc you the subject ofany pending legal action, or outstandingjudgment. imoiving a claim ofless than $5,000.00'.' Yes No If"Yes", describe each complaint. and indicate the current status or final disposition of l'ach complaint in attachment A. J(},) Have you ever been the subject ofa f()l111al complaint regarding compliance with the Federal A\iation Act of 1958, or any order. rule. regulation or other requirement issued pursuant to the Act during the past fin' (::; ) !ears'.) Yes No If"Yes", please describe and indicate di:-,pusition or current status ofeach proceeding in attachment A. J 1.) Have you ever been subject ofan action taken by the hderal Aviation Administration (FAA), involving administrative action, ci\il penalties or injuncti\c**relief~** seizure of aircraft, certificate action or criminal penalties during the past ten (10) years') Yes

### ~o 

## X If--Yes", please describe and indicate disposition or current status ofeach proceeding in attachment A. 12.) Have you ever been charged \\/ith an unfair or decepti\e or anti-eompetitiw business practices, or any fraud. felony or anti-trust violation. during the past len (J0) years') Yes No 

# x:**~------~** It'"Yes", please describe and indicate disposition or current status ofeach proceeding in attachment A. 13.) Have you ever been the subject ofa consumer complaint proceeding during the past three (3) years? Yes No 

## X**-~---** If"Yes", please describe and indicate status in attachment A

DATE: 

### 5- { \